cmyk - icsi · theme “transforming inscriptions into values” held at the palatial surroundings...
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CMYK
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ICSI WIRC’s Annual Regional Conference 2009 on the Theme TransformingInscriptions in the Values held on 3rd & 4th April, 2009 at Aayush Resort
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Editorial Board :CS Ashish Garg : Editor
Other Members of Editorial Board : CS Ashish Doshi,CS D. K. Jain (Dr.), CS Rakesh Garg,
CS Vikas Khare, CS Atul Mehta, CS Makarand Lele
The months of March and April have been significant for WIRC keeping the interests of studentcommunity in mind, two Secretarial Modular Training Programs were started simultaneously at WIRCand CCRT premises respectively.
I am also happy to inform that in keeping with recent times the registration of students forFoundation Examination of the Institute has been very encouraging largely due to the extensive CareerAwareness Initiatives made during the recent past. The third oral coaching centre at Smt P. N. DoshiCollege of Commerce and Economics has commenced and I am confident it would be a rewardingexperience to the students in the eastern suburbs of Mumbai.
We have also announced the Program Membership Scheme for members in the region which wouldenable them to attend eight programs till March 2010 at nominal costs.I appeal to each one of you toavail this Scheme which apart from providing a platform for enhancing your knowledge levels wouldalso enable you to keep updated of developments concerning the profession.
The Seminar on SEBI updates held in March was well received and provided an opportunity todeliberate on recent changes in corporate laws,listing agreement.press notes etc.The eminent speakersgave insight into various aspects governing the topics and may I once again appeal to you toparticipate in large numbers in such seminars and workshops planned in the days to come byenrolling for the Progrm Membership Scheme.
I am extremely pleased to communicate to you the success of the Annual Regional Conference on thetheme “Transforming Inscriptions Into Values” held at the palatial surroundings at Ayush Resorts,Panvel in the first week of April.The deliberations on diverse topics such as Proactive and RelevantRegulation, Strategies to capture assets and values, covering Valuation, Patenting, the art and scienceof Due Diligence,Diligence Report for Banks,significance of covering risks of Directors&Officers’Liability in their perfomance of duties,challenges in Insider Trading adjudication,Destressing mantraswere well received by the participants.I thank all the learned speakers for their commendable effortsin the tranfser of knowledge,more particularly Shri.Deepak Ghaisas,Chairman of Genecoval and Ex-CEO of I-Flex Solutions and a member of ICSI, and Shri. D.K. Gupta, Registrar of Companies,Maharashtra,for their invaluable insights on the theme and their total commitment and faith in theprofession of company secretaries. The occasion also saw the release of Compliance Calendarhighlighting statute specific compliance with dates at the hands of Shri.Deepak Ghaisas.The culturalprogram during the Conference led by one of our members Shri.Ajay Kumar was liked by one and all.Through these columns I take the opportunity to compliment the entire team of Navi MumbaiChapter of ICSI, the Co-Host of the Conference, the staff and officers of WIRC and all those who haveparticipated in different capacities for their exemplary enthusiasm and dedicated efforts in makingthis Conference a memorable one indeed.
With Regards
Atul Mehta
Chairman
ICSI – WIRC
Cover Theme : —"Lethal poison when used in a thoughtful way becomes excellent medicine & best medicinewhen used in an improper way becomes lethal poison"
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During the month of March, 2009 the market regulator,
SEBI came out with certain important amendments in
rules, regulations and guidelines governing the capital
market/ stock market so as to improve the regulatory
framework and reach, quality and efficiency of the
capital market.
NOTIFICATIONS/CIRCULARS/PRESS RELEASES
SEBI MRD/DoP/SE/Cir-04/2009 Dated March 26, 2009
Establishment of Connectivity with both depositories
NSDL and CDSL – Companies eligible for shifting from
Trade for Trade Settlement (TFTS) to normal Rolling
Settlement
SEBI has decided that the companies can be eligible for
shifting from Trade for Trade Settlement (TFTS) to
normal Rolling Settlement if at least 50% of other than
promoter holdings as per clause 35 of Listing Agreement
are in dematerialized mode before shifting the trading in
the securities of the company from TFTS to normal
Rolling Settlement. For this purpose, the listed
companies shall obtain a certificate from its Registrar
and Transfer Agent (RTA) and submit the same to the
stock exchange/s. However, if an issuer-company does
not have a separate RTA, it may obtain a certificate in
this regard from a practicing company Secretary/
Chartered Accountant and submit the same to the stock
exchanges and there are no other grounds/reasons for
continuation of the trading in TFTS. The Stock
Exchanges are advised to report to SEBI, the action taken
in this regard in Section II, item no. 13 of the Monthly/
Quarterly Development Report.
SEBI/DNPD/Cir-45/2009 Dated March 24, 2009
Revised Position Limits for Exchange Traded Currency
Derivatives
SEBI-RBI have reviewed the position limit applicable for
Client and Trading Member for Exchange Traded
Currency Derivatives. As per client level, the gross open
position of a client across all contracts shall not exceed
6% of the total open interest or 10 million USD,
whichever is higher. As per Non-bank Trading Member
level, The gross open position of a Trading Member, who
is not a bank, across all contracts shall not exceed 15%
of the total open interest or 50 million USD whichever is
higher.
ICA Capital Market Updates — March, 2009CS. B. Narasimhan, Vice President, Karvy Computershare Pvt. Ltd. & Central Council Member, ICSI-WIRC
SEBI/IMD/CIR No. 15/157701/2009 Dated March 19,
2009
Portfolio format for debt oriented close-ended and
interval schemes/plans
SEBI has issued the circular for enhancing the
transparency of portfolio of debt oriented close-ended
and interval schemes/plans, it has decided that AMCs
should disclose the portfolio of such schemes in the
enclosed format on a monthly basis on their respective
websites. The disclosure of the portfolio as on the last
day of the month shall be made on or before 3rd working
day of succeeding month. The circular is issued to
protect the interests of investors in securities and to
promote the development of, and to regulate the
securities market.
SEBI Circular No. IMD/FII & C/38/2009 Dated March
13, 2009
FII investments in Debt Securities
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CORPTOONby CS Vikas Khare
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The Government of India has reviewed the External
Commercial Borrowing policy and increased the
cumulative debt investment limit by USD 9 billion (from
USD 6 billion to USD 15 billion) for FII investments in
Corporate Debt. USD 8 billion shall be allocated to the
FIIs/ sub-accounts in an open bidding platform. The
remaining limit for investment in corporate debt shall be
allocated among the FIIs/sub-accounts on a ‘first come
first served’ basis in terms of SEBI circular dated January
31, 2008, subject to a ceiling of Rs. 249 cr. per registered
entity.
• NEWS RECAP
� Realty FDI investors locked for three years,
rules Foreign Investment Promotion Board
Foreign investors in Indian real estate cannot sell their
stakes to another foreign investor before three years, the
Foreign Investment Promotion Board (FIPB), the body
that clears such proposals. FIPB has overruled a
provision in FDI policy that exempts foreign players from
the rule in cases where fund transfer is from one non-
resident to another. Till now, this three-year lock-in was
applicable only on foreign investment in real estate and
not on investors. The FIPB view is contrary to the stand
taken by the department of industrial policy and
promotion (DIPP), the nodal agency that formulates FDI
rules in the country. DIPP’s view is that a foreign
investor can repatriate funds if it offloads its stake to
another foreign investor as the actual investment in a
project would remain intact and only its ownership
would change.
(The Economic Times Dated 25th March)
� SEBI raises position limits for currency futures
Individual traders and brokers can trade more in
currency futures as the market regulator SEBI doubled
the limit of daily positions small traders and larger
brokers can take to $10 million and $50 million,
respectively. In a circular, the Securities and Exchange
Board of India (SEBI) stated that it has revised the gross
open position at a client level (individual trader) to $10
million, or 6 per cent of the total open interest, from $5
million prescribed earlier. For non-banking trading
members (large brokers), the gross open position limit
has been doubled to $50 million, or 15 per cent of the
total open interest, from $25 million, SEBI stated.
However, the position limit for a trading member, which
is a bank, would remain the same at $100 million, or 15
per cent of the total open interest (outstanding contracts
held by an investor).
(The Hindu Business Line Dated 24th March)
� SEBI proposes to relax disclosure norms for
rights issue
SEBI has proposed to do away with certain existing
disclosure requirements for rights issue documents to
facilitate faster completion of the issue process. Relating
to the currently proposed modifications, SEBI observed
that certain information about the issuing entities are
already available in the public since the companies are
already listed. The issuer company will need to disclose
the standalone and consolidated financial statements for
the previous financial year plus the stub period only, as
against the existing requirement of disclosure for the
preceding five years. The requirement to disclose change
in accounting policies is also proposed to be done away
with. The SEBI Committee on Disclosure and Accounting
Standards, which was constituted for examining the
issue, has also recommended that only disclosure
“material outstanding litigations” are to be preferred, and
has otherwise recommended doing away with disclosing
details of litigations.
(The Hindu Business Line Dated 13th March)
Other Important News:
• SEBI moots conduct code for recognised investor
bodies
• Investors stay away from state govt bonds – The
cost of borrowing for states has gone up even as
they plan to tap the market for more funds
• SEBI allows 24 FIIs to invest Rs 29,350 cr in corp
debt Satyam Bidders will lave to show funds
upfront
• SEBI moves SC to ascertain whether state can
overrule central law
• SEBI proposes longer trading sessions
• Government, RBI sign new deal on market
stabilization scheme
• Foreign banks may have to sell 26% in Indian
subsidiaries and meet government targets for
lending.
• SEBI proposes change in client broker agreement
forms
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Rusoday Securities Ltd. Vs Securities and Exchange Board of India (2009) 08 ICA CM (SAT)
Act: Securities Contracts Section: 9 Court: SAT(Regulation) Act, 1956
The appellant was a stock broker and a trading member of NSE and registered with the SEBI. The grievance of theappellant was that NSE closed out the open positions in various securities traded by the appellant before the duedate. Bye-law 17 permits closing out only on the failure of a trading member to settle the transaction by the “duedate” where as under Bye-law 18, closing out could be resorted to for any other reason subject to such conditionsand procedures as may be prescribed by the relevant authority. The Board was of the opinion that NSE had thepower to close out under the circular and no fault could be found with the impugned order(s) in this regard. Itwas held that the appellant was not a person aggrieved because NSE had acceded to its request for close out andthe appeal deserves to be dismissed. Therefore, it was open to NSE to close out the open positions of the appellant.In the result, the appeal was dismissed.
Col. B. S. Sarao Vs The Securities and (2009) 89 SCL 137 (SAT)Exchange Board of India
Act: Securities and Exchange Section: 2, 11B, 12(1B) read Court: HIGH COURTBoard of India Act, 1992 with Regulation 68 of SEBI
(Collective Investment Scheme)Regulations, 1999
Where the offence has been committed by a company, in order to invoke the provision, it will have to be averredin the complaints, and every person who was in charge of the affairs of the company and responsible to it for theconduct of its business at the time of offence was committed. Petitioners were planatation companies and theirDirectors who had floated collective investment scheme-SEBI filed criminal complaints against petitioners allegingthat petitioner neither applied for registration nor took any step for winding up of scheme and repayment toinvestors. Petitioner filed petition seeking to quash the criminal complaints on grounds inter alia that a priorinvestigation into affairs of the company was mandatory and allegations had been made against director withoutany particular reference to role played by each director in being responsible for company’s failure and therequirement of section 27 was that liability, would fasten on a person who at the time of offence was committedwas incharge of company but the complaints were vague about the time of commission of offence. Since evidenceto show that the petitioners had ceased to be directors of company at the time of commission of offence was to beproduced before trial court to persuade it to hold that the person could not be made liable for offence. It was heldthat when trial had proceeded, pending criminal proceedings could not be interfered with exercise of the powers,therefore, petitions were to be dismissed.
TERM OF THE MONTHTERM OF THE MONTHTERM OF THE MONTHTERM OF THE MONTHTERM OF THE MONTH
Front Running
Front running is an unethical activity in which a trader takes a position in an equity in advance of an action whichhe/she knows his/her brokerage will take that will move the equity‘s price in a predictable fashion. It is also calledforward trading. Traders are not allowed to act on nonpublic information to trade ahead of customers lacking thatknowledge. It is a situation where the employees of a brokerage firm or a bank trade in equity shares using price-sensitive information that is privately available to the firm.
MARKET WRAP UP
Secondary Market in March, 2009
Stock Month’s Month’s Month’s Month’s VolatilityIndices opening closing Highest Lowest range*
BSE 8762.88 9708.50 10127.09 8047.17 2079.92
NSE 2674.60 2978.15 3108.65 2576.70 531.95
* Volatility Range indicates the gap between month’s highest and lowest.
ORDER ORDER
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“ What is this life if full of care , we do not have time tostand and stare …….” goes the well known poem ofWilliam Henry Davies , which occupied the pride ofplace in our English texts at high school .When my dearfriend was sharing her stressed-related problems , thesewords came back to me instinctively and so quickly thatI was left amazed ! Ofcourse, expectedly, when I recitedthis, she almost snapped back with “oh,please , there isno time to stand , let alone stare ..” Teenagers of this agethrow around the “stressed-out” tag so often that Iwonder if it is plain teen- jargon or something moreserious .
Friends, being ‘stressed out’ is becoming so common-place that soon it would’nt surprise us if someone isstressed just because he cannot claim to be ‘stressed out’!!
What is stress ?
Simply put, ‘stress’ is one’s reaction or response to thepressure that comes from various sources in oursurroundings ,whether at work , at home or elsewhere.The pressure may be in the form of proof ofperformance, too much work, the intolerant boss, anagging spouse, ill health, the death of a loved one,financial problems, etc.
Stress can be good for you !
A little stress can motivate one to perform better, as onesees in people who work best under pressure ; a littlestress can actually replace complacence with challenge-based activity. This ‘good stress’ is termed as “Eustress”by experts.
Humankind has always taken stress in its stride and ourpresent level of evolvement can be attributed to theresilience in human nature that allows us to adapt tosome degree of stress.
Bad stress
Stress is bad only when the physical or emotional strainmanifests in undesirable or negative forms – ill health,anger, depression, unhappiness etc.
What is interesting is that the strain varies in terms ofimpact and severity from person to person and each oneof us respond differently to the same (stress-inducing)stimulus. So, we can say that individual perception isthe deciding factor on whether a particular episode canturn stressful or not .
Effect of Stress at the Corporate level
While there is no doubt that stress affects us at theindividual level, at the corporate level, it would translate
into low employee morale, loss of productivity ,absenteeism and ofcourse, a consequent cut in thebottom-line .
Inter-Personal Relationships and stress
While the causes of stress are many and varied, and canform the subject matter of a separate study , this articleshall deal with one major source of stress in our day today lives at the workplace and at home. Inter- personalrelationship skills assume importance in our livesbecause however tech-driven our homes and offices maybe , it is people, of different kinds, who we encounterday in and day out in our various transactions. So, thevalue of good inter-personal relationship skills cannot beundermined . However, if we observe closely , most ofus lack that level of inter-personal relationship skillswhich can translate many a problem into win-winsituations. Lack of adequate interpersonal relationshipskills is a major cause of stress in our daily lives and canarise due to one or more of the following factors:
1. High degree of importance to oneself :
Are you surprised that this could lead to stress,when all one thought was that this leads toegocentrism ? Attaching too much importance tooneself brings its own baggage which is more likea package-deal ; to list a few :
— ‘I’m right , you’re wrong’ which may extendto ‘ I’m always right …’ ;
— ‘since I’m right, you must listen to me …’;
— ‘ my work is more important than yours..’;
— ‘ my opinion should matter to you….’
— ‘..I’m so-and-so, who are you after all? … ‘
— ‘ my problems are bigger than yours….’
— ‘I’m okay, you aren’t…’
This list can go on …
Attaching too much importance to oneself can limit one’sworld to one’s own thoughts, ideas and opinions .Thestress arises because impossible performanceexpectations are imposed on oneself and others whichare difficult to be fulfilled and also due to loweracceptability in social groups .
2. Low self esteem :
This works almost as an anti thesis to the earlierfactor . The constant chatter in the mind aboutbeing not smart enough , not good enough, notrich enough, not successful enough , and so on
DE-STRESS BY FINE-TUNING YOUSELFby CS. Geeta Krishnan, PCS
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and so forth, creates a holistic “not-upto-the mark”feeling in oneself and that can be quite stressing.Imagine , one is constantly comparing oneself (rather downgrading oneself) to what one thinks isthe best , and not being able to reach there (generally , the sky !), and this can be a permanentsource of stress and unhappiness.
3. Forming Incorrect Equations :
Do you remember your Maths teacher in schooltrying to din it into your head that forming theright equation is the first and the all-important stepin solving the math problem? The rest follows, arethe words that ring in my ears even today !
Can we take a quick peep into the equations we form inour lives ?
If I’m rich, I’m successful ;
My self- worth is proportional to my career growth;
If I do not own one, rather more than one, flat /car /latest gadgets , I’m few rungs lower than my neighbour,who somehow manages to;
If I can’t vacation abroad , there is no use working sohard;
If my boss shouts at me , I must be stupid ;
If you don’t agree with me, it’s your fault ;
If she didn’t smile at me , I must have wronged her .
The basic equations we form in, and operate our livesfrom, are very often skewed and so far off from realitybut all the same , are great contributors to our stress ,because the mind’s often irrelevant chatter begins fromhere.
Fine-tuning one-self to de-stress
Given our lifestyles, some amount of stress is inevitable.But , as managers handling multiple portfolios in thecorporate world , it is equally important for us tomanage stress effectively.
Many great philosophers and psychologists have devisedvarious techniques to combat stress , and many of theseare being practised successfully , including yoga,recitation of mantras , meditation etc.
However, since our stress-level corresponds to ourresponses to various stimuli , it would do us good tofine-tune ourselves in order to reach our personal high-frequency level, and the following are just a few steps inthat direction:
a) Know your place in this world ; this will help inerasing low self esteem as well as high self-importance;
b) You are important, but mostly to yourself! The
world works in its own perfect order , only we
should sensible enough to recognize it;
c) Develop the right attitude – towards your work ,
towards your co-workers, towards the family;
d) Bring into your day all the positivity that you can
muster- a bright ‘good-morning’ is anyday
preferable to a sullen ‘ what’s good about this
morning ?’
e) Let go , and allow others to be what they are ;
especially the boss and the subordinate !
f) Develop clarity of thought in work and in personal
life – this helps one to develop role-clarity which
is very important so that the equations formed in
our day to day transactions are right ; remember,
the rest of the solution follows!
g) Give your best shot , and let the x-factors take over
from there !
The Lord’s maxim “ your right is only towards
action” is as practical as one can get.
h) Accept and understand situations , and results;
i) Cultivate a hobby- music, reading, painting, sports
, anything; remember, we have an official
retirement age , and some alternate occupation to
re-tire ourselves will always be welcome .
j) Be open to learning -new technology, new ideas
even if it is from juniors;
k) Don’t be afraid to admit (first to yourself, and then
to others) your ignorance of anything , especially if
it matters in your profession;
l) Trust the Universe and its working – the cosmic
order has been in perfect sync through billions of
years without any of our special inputs ;
m) Take a leap of faith – you are here to be happy ,
and you will be !
Nothing of this is new and you may add to this list as it
suits you. It is all about observing , and if required ,
correcting our responses to the never-ending stimuli that
we encounter day in and day out .
Let me conclude by wishing that we lead a life of
minimum stress and soar to greater heights, both
personally and professionally !
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IP REPORTING, REVIEW & ASSESSMENT ANDAUDIT REPORTCS. Nayan Rawal, Advocate & IP Attorney and CS. Amit K. Trivedi, PCS & IP AttorneyEmail : [email protected] & [email protected]
Trademark Audit Information and Analysis: Assessing
the Company’s Existing
Trademark Rights
Registered Marks: The IP audit report should list the (i)
current status; and (ii) class of goods or services for
which it is registered in India , and foreign countries,
trademark and service mark registrations and
applications, including marks that have been cancelled
or abandoned. The IP Auditor also should perform an
independent search to verify the company’s records
because an independent search can assist in identifying
inactive marks.
Common Law Rights: The IP Auditor also should review
a list of unregistered trademarks protected only by
common law rights, including the reasons why such
marks remain unregistered. The IP Auditor should also
identify the company’s protectable trade dress.
Prosecution History: The IP Auditor should review the
prosecution history for each trademark application to
determine whether the use of the trademark is limited in
any way, particularly in reference to any concurrent use
agreements.
Acquisition by Assignment: The IP Auditor should
examine any registered marks and actual use
applications or intent-to-use applications that the
company has acquired by assignment to ensure that the
document for registered marks and actual use
applications states that the related goodwill of the
assignor’s business has been transferred with the mark;
and the document for intent-to-use applications states
that the company succeeds to at least that part of the
assignor’s business covered by the mark.
The audit report should note proper recordation of all
such assignments with the PTO.
Security Interests: The IP Auditor should search the
PTO and the applicable Secretary of States offices to
discover all security interests or liens. The IP Auditor
should review the company’s loan transactions and
acquisitions.
Licenses: The audit report should identify all licenses
that the company has granted to third parties to use its
trademarks, including the scope, duration, and any
licensee problems for each mark; and fully describe the
quality control system the company uses to monitor
compliance with its licenses or the absence of
monitoring.
Copyright Audit Information and Analysis: Assessing the
Company’s Existing Copyright Rights
Copyright Registrations: The IP Auditor should (i)
review a list of all copyright registrations and
applications and (ii) verify this list against a list obtained
from an independent search of the company’s name and
its employees’ names, conducted in the Copyright Office.
Copyright Ownership: The IP Auditor should
(i) determine the ownership of each copyright by
reviewing personnel files to ensure proper
classification of each person as either an employee
or an independent contractor; (ii) review all
employment agreements to ensure that the
company will be deemed as the author of all
works created by an employee acting in the scope
of their employment; and (iii) should assess all
agreements with independent contractors for
changes – typically in work-for-hire or assignment
clauses – to the common law rule that
independent contractors own the copyright in their
own creations.
Domain Name Information and Analysis: Assessing the
Company’s Existing
Domain Names
The company should provide
(i) a list of all domain names that are currently
registered and active;
(ii) a list of inactive names; and
(iii) a list of any other names the company is
considering using in the immediate future.
The IP Auditor should conduct a search of each major
domain name registry to verify ownership of the names
on the company’s list and to determine the enforceability
of all contracts between the company and the various
domain name registrars. Any other contracts relating to
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domain names should also be noted and included in the
audit report. The IP Auditor should examine all domain
names the company has acquired by assignment for
compliance with all required formalities, particularly for
foreign domains.
Protective Measures for the Company’s Existing IP
Rights: Evaluating theCompany’s Existing Protective
Measures
Docketing Systems: The IP Auditor should review the
efficiency of any maintenance fee payment system the
company has in place – including the company’s domain
names which may be registered with different authorities
or registrars that demand different fees based on the date
of initial registration – and any docketing systems for
renewal filings.
The audit also should include confirmations of filing of
statements of use for all U.S. trademark registrations
along with any necessary filings required in applicable
foreign jurisdictions and confirmations of filing affidavits
of incontestability for each mark.
Marking of Products: The audit report should fully
describe the company’s system for the marking of each
product – reflecting any gaps in continuity of marking –
and also should describe any failure to mark any
products with proper notice.
Enforcing the IP Assets: The IP Auditor should review
documents reflecting the company’s actions taken to
address infringement of its IP assets and should
determine the statute of limitations for any unresolved
claims. The audit report should record the company’s
actions in enforcing its IP assets against infringers and
should include copies of the decisions or settlement
agreements in each case. The audit report also should
record and evaluate all instances of potential
infringement to determine whether the company took
appropriate and consistent actions. Any mechanisms the
company uses to monitor infringement, such as using a
watch service or a tracking system, should also be
evaluated to determine their cost-effectiveness and
appropriate range of coverage (i.e., use on the Internet).
Security Measures for Trade Secrets: The audit report
should detail every security measure used by the
company in the protection of its trade secrets, including,
but not limited to:
� Review all measures related to document security,
including practices such as stamping documents
with the term “Confidential,” coding documents,
allowable photocopying, restricting access to
certain areas, and the company’s document
retention policy;
� Review all measures related to personnel, including
all confidentiality and nondisclosure agreements,
assigned security levels, and employee exit
interviews. Each document should be evaluated to
determine the scope of the agreement. Special care
should be given to reviewing nondisclosure
agreements with third parties to ensure that trade
secrets have not been publicly disseminated;
� Review all measures relating to computer security,
including password access, firewalls, Internet
protection and remote access restrictions;
� Determine if any trade secrets have been disclosed
in patent and copyright applications or any other
intellectual property registrations;
� Review all litigation files to ensure that no trade
secrets have been publicly revealed.
� All disclosures to state or federal governmental
agencies – when required by law – should be
noted for each trade secret;
� Assess the ease and likelihood of reverse
engineering of each trade secret, and evaluate each
trade secret to determine whether other types of
intellectual property are available and appropriate
under the company’s business objectives.
The Company’s Potential IP Protection: Determining
Whether the Company’s
Protection in Potential IP is Sufficient
The IP Auditor should analyze whether the company is
protecting its potential IP assets.
Patents: The IP Auditor should evaluate the patentability
of each existing proprietary technology or product.
Patented products should be checked for conformity to
patent claim coverage, and any improvements or changes
to those products should be assessed to assure either
coverage under an existing patent; or that an appropriate
patent application has been filed. The audit report
should document any corporate decisions to not patent a
product along with reasons supporting those decisions.
Trademarks: The audit report should describe the
decision timeline with respect to product development,
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designing a trademark, and prosecuting a trademark
application. The audit report should note whether the
timeline Includes a trademark clearance search and
matches the company’s business objectives and cost
considerations. The goods and services used in
connection with each trademark should be consistent
with that mark’s registration. The IP Auditor should
ensure that all rights in marks that were designed by
independent contractors were assigned to the company.
The IP Auditor should
(i) investigate registration with the appropriate Trade
Mark Registrar for all trade names; (ii) review the
particular use of each trade name to determine
whether trademark coverage is available; and
(iii) evaluate any system the company uses to monitor
use of its trademarks on the Internet.
Copyrights: The IP Auditor should advise the company
as to which materials are likely to be copyrightable
because copyrightable material is likely to be found in
every department, from marketing to human resources to
information technology. For each copyrightable work, the
IP Auditor should determine the author, date of
development, and all uses of such work. The company’s
system for evaluating copyrightability should be closely
examined, and the company’s copyright in anything of
more than insignificant value, especially computer
software, instruction manuals and distinctive advertising,
should be registered.
The IP Auditor should note any rights limited to
collective works because the company may wish to
pursue licensing or assignments of the works within the
collective work such as an anthology.
Third Party IP Assets: Assessing the Company’s Interests
in Third Party IP Assets
In addition to its own rights, the company may hold an
interest in other parties’ IP assets.
The IP Auditor must review all licensing agreements to
ensure that the company is continually in compliance
with the terms of such licenses. The IP Auditor should
evaluate whether the licenses further the current and
future business plans of the company, carefully
reviewing the terms regarding the scope of rights
granted, diligent exercise requirements, duration, on-line
use, and exclusivity.
The IP Auditor should survey the licensor’s potential
infringement of other patents to evaluate the company’s
possible liability. The audit report should note the
quality control measures used by the licensor and the
effects of such measures on the company’s operations,
especially any ramifications that inspections – or other
monitoring activities – have on trade secret security. The
IP Auditor audit should assess the viability of any
indemnification provided by the licensor for patent
infringement.
The IP Auditor also should review assignments to
determine whether the company was granted an
assignment from every author of a work and whether the
license was exclusive; and contact all licensors and
assignors to determine whether any security interests or
liens have been granted in the IP assets.
So to conclude an IP audit is not just a tool for a
company to understand what intellectual property it
owns or holds. Fundamentally, an IP audit is an
inventory of information relevant to the creation,
maintenance and use of IP rights.
!! ATTENTION !!
Members are requested to kindly inform the change in their correspondence address of mailing FOCUS alongwith theircontact details and email id in the format given below
NAME OF THE MEMBER : __________________________________________________________________________________________
CORRESPONDENCE ADDRESS : ___________________________________________________________________________________
MEMBERSHIP NO. ACS / FCS : _____________________________________________________________________________________
CONTACT NOS. TEL. NO. & CELL NO. : _________________________________________________________________________
EMAIL ID: ____________________________________________________________________________________________________________
CORRIGENDUM : “Corporate Communications & Company Secretary” Article published in March 2009 issue ofFocus, the name of Author may please be read as CS Sarika Sukheja.
The error is regretted.
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1. APPLICATION OF INSOLVENCY RULES
In a case where a company has gone into windingup, State Financial Corporation cannot unilaterallysell charged property of that company withoutassociating Official Liquidator, who represents paripassu charge of workmen under provisions ofsection 529 – PUNJAB FINANCIAL CORPN. LTD.V. OFFICIAL LIQUIDATOR [2007] 78 SCL 130(PUNJ. & HAR.)
2. CRIMINAL LIABILITY FOR MIS-STATEMENT INPROSPECTUS
Company in question issued a prospectus on 26-7-1994, wherein it was stated that company wouldacquire one more vessel. However, it failed toacquire said vessel. Registrar of Companies cameto know of said mis-statements, on receipt of letterfrom Regional Director on 29-05-2002. Accordingly,after issuing show-cause notice, he filedcomplaints on 29-07-2002 against company and itsdirectors for offences under sections 68, 63(1) and628. Petitioner sought quashing of complaints onground that same was barred by limitation; andthat he was an ordinary director and not promoterof company. Under section 469(1) (b) of Code ofCriminal Procedure, limitation period commencesfrom date on which offence first comes toknowledge of person aggrieved by offence orpolice officer, whichever is earlier and, therefore,complaint filed within two months of commissionof offence coming to knowledge of complainantcould not be said to be time-barred. When specificaverment was made in show-cause notice andcomplaint that all directors including petitionerwere responsible for mis-statements in prospectus,which induced public to subscribe to equity sharesof company and same was not repelled bypetitioner in reply to show-cause notice, it was notnow open to him to contend that he was notofficer-in-default. There being no abuse or misuseof process of law in launching prosecution againstpetitioner, his petition was liable to be dismissed –I. B. RAO V. REGISTRAR OF COMPANIES [2007]77 SCL 182 (AP)
3. REDEMPTION OF IRREDEEMABLE PREFERENCESHARES
While consent of CLB may have to be obtained bya company for issuance of redeemable preferenceshares by virtue of stipulations contained in
section 80A, it cannot be said that such a consentshould have been mandatorily obtained in advanceand in absence of any such prior consent, anycompany can be wholly prevented from applyingfor such consent after issuance of redeemablepreference shares. Consent to be obtained underproviso to section 80A from CLB can be obtainedafter issuance of redeemable preference shares inlieu of irredeemable preference shares alreadyissued, so long as such issuance was bona fide andin order to fulfil object and purpose of amendmentwith which section 80A came to be introduced –SAHU CYLINDERS & UDYOG (P.) LTD. V.REGISTRAR COMPANIES [2007] 80 SCL 37(MAD.)
4. FALSE STATEMENTS IN BALANCE SHEET,ETC –RELIEF TO OFFICERS AGAINST APPREHENSIONOF CRIMINAL PROCECUTION UNDER SECTION633(2) READ WITH SECTIONS 628 AND 211
The Petitions under sections 633 and 628 deserveto be allowed where the Petitioners havecommitted no substantive violation of theprovisions complained of. The Registrar was,however, well within his rights to raise the pointsince the Petitioners ought to have explained betterin the relevant documents that the spirit behindcondition for relaxation of the prudential normsrelating to provisioning and capital adequacy hadmore than been complied with. There could be nomala fides or ill motive in such underplaying thecompany’s substantive compliance. Second limbsof clauses (a) and (b) of section 628 would not,therefore, come into play attracting penalty forfalse statements – DEBA PRASAD ROY, IN RE.[2007] 81 CLA 305 (CAL.)
5. MAINTAINBILITY WHERE PRELIMINARYOBJECTIONS OF LATCHES AND PETITIONERCOMING WITH UNCLEAN HANDS ARETENABLE – SECTION 397/398
Delay in filing Petition under section 397/398 isnot fatal to its maintainability because theprovisions of the Limitation Act, 1963 do not applyto the proceedings of the quasi judicial authority,namely, Company Law Board, which, as perprovisions of sub-section (5) of section 10E, shall,in exercise of its powers and the discharge of itsfunctions under the Act or any other law, beguided by the principles of natural justice, andshall act in its discretion. Latches, however, doapply where Petitioner is guilty of the same –SURESH KUMAR SANGHI V. SANGHI BROS.(INDORE) LIMITED. [2007] 81 CLA 251 (CLB)
CASE LAW DIGESTby CS Ajay Kumar, MumbaiA Bird’s-Eye View : Recent Judgments on Company Law
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NEWS FROM WIRCAND CHAPTERS
WIRC NEWS
ICSI WIRC’s Annual Regional Conference at Ayush
Resort on 3rd & 4th April, 2009
The chief guest for the session was Shri Deepak Ghaisas,
Chairman of Gencoval, ex-CEO of i-flex solutions and a
member of the institute. In his key note address he said
that regulators must keep in mind the international
dimension while framing the regulation and further he
criticized the approach of narrow minded focus for
developing a country specific outlook while framing any
regulation. In his address, the guest of honor, Shri
Keyoor Bakshi commented that the institute has taken
bold but necessary step in organizing the regional
conference on such valuable theme.
The speaker for the first technical session (proactive and
relevant regulations) were Smt. Neelam Bhardwaj. GM
SEBI and Shri Dwarkoo Khilnani. Smt Neelam Bhardwaj.
spoke on the rationale behind SEBI’s recent change and
Shri Dwarkoo Khilnani lucidly elaborated RBI’s circulars,
particularly recent ones, explaining those from the very
basic level. The faculty members for the 2nd technical
session (various strategies and tactics to assess capture
and create values) were Shri Sujal Shah and Shri Sankar
Chakraborty. Shri Sujal Shah explained various valuation
(accounting) techniques, explaining merits and demerits
of those and the applicability for those techniques in
different business scenarios. Shri Shankar Chakraborty
explained how cost of loan to borrower and risk of a
loan to a lender may come down if the borrower gets a
credit rating assessment by any recognized rating agency.
The faculty members for the third technical session (3rd
Technical Session: Key Challenges) were Shri S N
Ananta Subramanian, Shri Bipul Khandury, and Shri V
S Sundareshan. Shri S N Ananthasubramanian explains
what why, when and how of RBI prescribed diligence
report, to be furnished by CS professionals. Shri Bipul
Khandury explained how to minimize directors’ liability
and shareholders’ liability in an IPO by suitable risk
management and Shri V S Sundareshan elucidated
menacing value destroying potential, when an insider
with price sensitive information gets going. The faculty
members for the 4th technical session (Various strategies
and tactics to assess, capture and create values – part-
two) were Shri Nayan Rawal, Dr K R Chandratre and
Shri Shameek Ray. Shri Nayan Rawal discussed about
various patenting of product, process, design and ideas
and how this is becoming the key to have armoury to
lead business in global marketplace. Dr K R Chandratre
provided key insight on due diligence vis-a- vis
secretarial audit & compliance certification. According to
his words of wisdom, CS professionals by virtue of their
own unique abilities can make their due diligence
activities immensely valuable for all the stakeholders
concerned. Shri Shameek Ray of AZB partners discussed
on specific focus of due diligence on capital markets, for
example, understanding, analyzing and evaluating of risk
and techniques for reducing uncertainties by appropriate
due diligence. The faculty for the Fifth session
(Destressing Mantras) was Shri Khushroo Dubash, a
professional who has spent his years of experience in
corporate functioning and now conducts various
corporate grooming excersize. Shri Khushroo Dubash
spoke about how developing self discipline and normal
and regular interactions with friends, family members,
colleagues and everyone else helps reduce stress level in
today’s overstretched life. Chief Guest for the valedictory
session was ROC of Maharastra, Shri D K Gupta, who
spoke on the important role that company secretaries
play in making various books, registrar and other
documents available for ROC , and other regulatory
authorities. An interesting aspect is that a unique
cultural program, conceived by Shri Ajay Kumar, which
really enlivened the theme ‘the other side of a CS’.
Further, there was a Release of compliance calendar after
the inaugural session of the program. The calendar,
highlighting compliance specific (under various statutes)
dates was released in the hands of the chief guest, shri
Deepak Ghaisas.
Full day Seminar on SEBI updates
One full day program on SEBI update, recent changes of
corporate laws, listing agreement in Bajaj Hall, on 21st
March, 2009 was organized by WIRC. There were around
100 odd participants for the program.The program was
conceived to provide the members a platform for
understanding, analysis and evaluation of recent changes
in SEBI laws, corporate laws and even press notes:
1,2,3,4
Third Oral Training Center in Mumbai gets going:
The new and the third OTC of WIRO, Smt P N Doshi
would start providing coaching in Intermediate and
foundation for the students of the institute.
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Students’ program of WIRC, conducted in last fewmonths, trained 444 students of the institute:
Programs From To No. ofParticipants
TOP
32nd 19/2/2009 24/2/2009 50
33rd 3/3/2009 7/3/2009 40
34th 16/3/2009 20/3/2009 38
35th 23/3/2009 27/3/2009 48
ADP
12th 16/2/2009 18/2/2009 50
13th 25/2/2009 27/2/2009 32
14th 9/3/2009 12/3/2009 33
SMTP
86th 27/1/2009 12/2/2009 37
87th 3/3/2009 20/3/2009 49
88th 6/4/20009 22/4/2009 39
89th 6/4/2009 22/4/2009 28
KANDIVALI STUDY CIRLE – ICSI-WIRC
Kandivali Study Circle Meeting held on SUNDAY the 4th
January, 2009 at Landmark Restaurant¸ Malad (West),Mumbai – 400 064 between 9.30 a.m. to 12.30 p.m. 23participants had attended the meeting. Mr. SuneelAgrawal was handed over a flower bouquet as a token ofacknowledgement from KANDIVALI STUDY CIRLE –WIRC.
Mr. Agrawal, then started his presentation on the topic.He gave a brief presentation on the topic and shared hispractical experience.
The Meeting ended with a vote of thanks and a token oflove presented to Mr. Suneel Agrawal.
Kandivali Study Circle Meeting held on Sunday 1st
February, 2009 at Landmark Restaurant¸ Malad (West),Mumbai – 400 064 between 9.30 a.m. to 12.30 p.m..
24 participants had attended the meeting.
Mr. Rajesh Sharma was handed over a flower bouquet asa token of acknowledgement from KANDIVALI STUDYCIRLE – WIRC. Mr. Rajesh Sharma then started hispresentation on the topic. He gave a brief presentationon the topic, which also included the case studies. Therewere certain issues raised by the Members, which werewell answered by the Speaker.
The Meeting ended with a vote of thanks and a token oflove presented to Mr. Sharma
Kandivali Study Circle Meeting held on SUNDAY the 1st
March, 2009 at Landmark Restaurant¸ Malad (West),Mumbai – 400 064 between 9.30 a.m. to 12.30 p.m. 21participants had attended the meeting. Mr. Adukia washanded over a flower bouquet as a token ofacknowledgement from KANDIVALI STUDY CIRLE –WIRC. Mr. Adukia, then started his presentation on thetopic. He gave a brief presentation on the topic, whichalso included the case studies. There were certain issuesraised by the Members, which were well answered bythe Speaker.
The Meeting ended with a vote of thanks and a token oflove presented to Mr. Adukia.
CHAPTER NEWS
AHMEDABAD
Two Days Seminar on “GEARING UP TO SEIZE NEWOPPORTUNITIES” on Friday, March 27, 2009 &Saturday, March 28, 2009 at CAMBAY Spa & Resort,Gandhinagar.
Inaugural Session:
The Inaugural Session of the seminar commenced withMr. Keyur Shah, Chairman of the ICSI AhmedabadChapter welcoming all the dignitaries and delegates tothe two days seminar. He introduced the theme ofseminar and thanked everyone for good response andsupport.
Shri Datla Hanumanta Raju, President – ICSI, in hispresidential address, urged members for professionalcohesiveness. He expressed that it would create betterunderstanding and provide scope for reaching out tounexplored areas.
Session – 1 : Resolve to Excel - Do only Best
With more than 40 years of experience in Management,an academician & columnist having authored more than60 books, Shri B N Dastoor explained how ‘MentalImagery’ helps in achieving the goal and realizing thedream.
Session – II: Diligence Report to Bankers
Shri Kothandraman – GM, Risk Management, Bank ofIndia, Mumbai explained in details the requirements ofDiligent Report to Bankers as prescribed by the ReserveBank of India.
Session – III: Overview of the LLP Act
Shri Vinayak Khanvalkar, Vice President - ICSI brieflyhighlighted the Limited Liability Partnership conceptwith historical background in UK, USA and othercountries.
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Cultural Program and Dinner
As the first day of seminar ended, there was time for
time for entertainment. DJ evening was organized for
the delegates. Everyone danced to the tunes of Hindi,
English and folk tunes remix and, popular Gujarati dance
‘Garba’.
28th March 2009 – 2nd Day of Seminar:
Session –IV: The Art of Advocacy
Basic aspects of written and verbal methods of pleading
were explained by Shri S. M. Sundaram – Advocate at
Delhi High Court.
Practical Tips for Representation - Shri S M Sundaram,
Advocate, focused on the provisions dealing with
oppression and mismanagement under section 397 and
398 of the Companies Act, 1956 and BIFR Companies.
Session – V: Moot Court
It was a practical session. The case was circulated among
delegates in advance for information to all the delegates.
Shri Navin Pahwa – Advocate, Gujarat High Court acted
as Member of CLB/NCLT. Shri S.M. Sundaram,
Advocate, represented Petitioners’ side and Shri Keyoor
Bakshi, PCS – represented the Respondents.
Three speakers with their rich experience in appearing
before Judicial and Quasi Judicial forums, simulated
proceedings with arguments as representatives of
petitioners and respondents. The moot court session
motivated the members to appear before the authorities
and gave insight of the practical aspects of such judicial
proceedings.
Valedictory Session:
His Holiness Swami Shri Adhyatmanandji of Shivanand
Ashram, Ahmedabad, graced the valedictory session. He
deliberated upon necessity of good physical and mental
health in order to lead stress free life.
An Interactive Session on Limited Liability Partnership”
It was a joint Programme by GCCI, All Gujarat Federation
of Tax Consultants, Income Tax Bar Association, A’bad,
Chartered Accountant Association, Ahmedabad, Tax
Advocate Association, Gujarat, A’bad branch of WIRC of
ICAI, ICWAI Ahmedabad Chapter and ICSI Ahmedabad
Chapter on Tuesday, 10th March, 2009, Ahmedabad.
Learned speakers at the session were Shri Ashish Ahuja
& Shri Tanvish Bhatt Partners, Wadia, Ghandy & Co., and
they deliberated upon the concept of Limited Liability
and its relevance in UK and India. They also pointed out
the lacunae and areas where clarity was desired for
implementation of such partnership.
Presidents, Chairmen and representatives of various
organizations remained present for the session.
Session on Importance of Soft Skills for CS at the ICSI
Ahmedabad Chapter on 14th March, 2009
Recognizing the importance of Soft Skills in the
competitive world & its relevance for CS students,
Ahmedabad Chapter organized first of its kind session on
IMPORTANCE of SOFT SKILLS.
Mr. Dipesh Shah & Ms. Shilpi Thapar with the help of
power point presentation show cased how soft skills help
personality development and make way for career
prospect.
Session covered the important areas such as importance
of Soft Skills for CS, Public Speaking and Presentation
Skills, Communication Skills, Listening Skills, Team
Work, and how it helps in day to day life.
More than 75 students attended the session and received
very good response.
8th Training Orientation Programme
8th Training Orientation Programme for CS Executive
Programme pass students was organized by the
Ahmedabad Chapter from 16th to 20th March, 2009. Shri
Keyur Shah – Chairman of Ahmedabad Chapter
Inaugurated the programme.
Mr. Priyamvad Bhatt Admn Officer and Programme
Coordinator provided information about the TOP to the
participants and also proposed vote of thanks.
The five day interactive programme ended with the
valedictory session where Mr. Bhadren Darji Treasurer of
The ICSI Ahmedabad Chapter congratulating the
participants conducted a feedback session. Ahmedabad
chapter is thankful to all the learned faculty members for
extending wholehearted support and, valuable time.
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AHMEDABAD CHAPTER CAREER AWARENESS PROGRAMME
SR. DATE NAMEOF THE ORGANISED FACULTY STANDARD NO. OFNO. COLLEGE BY STUDENT
1 5.3.2009 Bholabhai Patel Ahmedabad Mr. Jayesh Tanna, First & Second 200College of Chapter Ms. Aashiya Year of B.ComCommerce, DesaiGandhinagar
2 11th & 12th Career Fair at Ahmedabad Ms. Aashiya FY, SY & TY 2000April 2009 Rajpath Club, Chapter Desai, commerce
Ahmedabad participation in Counsellor, studentsTimes Education Ms. TarunaBoutique Prajapati,Career Fair Mr. Keyur Shah,
Mr. PriyamvadBhatt
GOA
Goa Chapter Organised Study Circle Meeting on “Legal
Aspects of Private Ltd. Companies” on 28-3-2009.
About 19 Participants attended the meeting.
NAVI MUMBAI
Navi Mumbai Chapter of WIRC of ICSI had a Study
Circle Meeting on Sunday, the 8th February, 2009. Mr.
M.V. Kumar, Company Secretary, and presently with the
Secreatarial and Legal Department of the Shoppers Stop
Ltd, briefed the participants onthe Topic " Property Deals
" and discussed various practical aspects and the session
was attended by many members from Navi Mumbai.The
particaipants had a nice intercative session and the
session was interesting and enlightening , overall.
NASHIK
Felicitation Function of CS & CWA STUDENTS
14th March 2009 was one of the remarkable days in the
history of Nasik Chapter of WIRC of ICSI & Nashik Ojhar
Chapter of Cost Accountants.
The diginatories were Mr. Atul Mehta, Chairman-WIRC-
ICSI, Mr. A.B. Nawal, Chairman-WIRC-ICWA, Mr.Amit
Apte, Secretary & Treasurer, WIRC-ICWAI, Mr. V.S.Datey,
Chairman-Nasik Chapter of CS and CWA, Mr. Saleem
Raja, Secretary, Nasik CS Chapter, Mr. R.K. Deodhar, Vice
Chairman of Nashik Chapter, Mr. Sanjay Parnerkar
Secretary Nasik Chapter.
Inauguration Function of Students’ Council
The Felicitation programme was followed by the
inauguration of the first ever Students’ Council formed
under the roof of Nasik Chapter of WIRC of ICSI &
Nashik Ojhar Chapter of Cost Accountants, naming
“Students’ Pulse – A Students’ Council of CWA & CS
Students of Nashik” and it’s Newsletter “Drushtikon –
Building - Attitude towards Professionalism”
The Students’ Pulse team was formed under the able
leadership of Mr. Hrushikesh Shrotriya and with great
help and support of Mr. V. S. Datey, Mr. Saleem Raja,
Mr. Vrushal Saudagar, Mr. R. K. Deodhar and many
more.
On this day, council conducted various activities, like
Paper Presentation Competitions, Quiz Competitions.
They were well received by the students.
The Function was followed by culture programmes like
Dance by Namita Takate and Rohit Otari, Singing by
Roshni Shirsathe and Mimicry by a student from Pune
Chapter, Amey Tikle.
Nashik Chapter organized Felicitation Function of CS &
CWA STUDENTS on 14th March 2009 and it was one of
the remarkable days in the history of Nasik Chapter of
WIRC of ICSI & Nashik Ojhar Chapter of Cost
Accountants.
PUNE
1. 15th TRAINING ORIENTATION PROGRAM HELD
FROM MARCH 1, 2009 TO MARCH 5, 2009
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The 15th Training Orientation Program was
conducted by the Pune Chapter from March 1,
2009 to March 5, 2009. CS. Sandeep Kulkarni and
CS. Dhanashree Deshpande were the coordinators
for the said programme. In all 50 students attended
the TOP. Sh. Prajot Tungare, Chairman and
Sh.Devendra Deshpande , Student Committee
Chairman of Pune Chapter were present during the
inaugural function.
2. MEETING OF SUB-COMMITTEE MEMBERS OF
PUNE CHAPTER– March 7, 2009
With a view to provide an insight into the mission
of the Institute and commensurate the same with
the objectives of the Pune Chapter so that each
Committee member works in the same direction
and the Profession as a whole benefits out of the
synergetic efforts of all combined, Pune Chapter
organized an all Sub Committee Members meet
with the Managing Committee Members on March
7, 2009 at the Pune Chapter. The meeting was
attended by almost all the members of the various
Committees. The Chairman of the respective Sub-
Committee gave a small presentation on the
various objectives, mode of operations,
achievements till date. This was also an attempt to
introduce to each of the other Committee members
and their activities to other Committee members so
that individualistic ideologies take a shape of a
concrete activity to benefit the cause of the
profession.
The Meeting was attended by the Western India
Regional Council Members who also guided the
members present with their experiences on various
aspects of taking the profession to a new high.
Vote of thanks has been given by Sh. Vikas
Agarwal, Secretary of Pune Chapter
3. FULL DAY SEMINAR ON LIMITED LIABILITY
PARTNERSHIP ACT ON MARCH 14, 2009
Pune Chapter organized a Full day seminar on
Limited Liability Partnership Act on March 14,
2009 at The Coronet Hotel, 1205/4, Apte Road,
Pune - 411 004. The Program was structured to
offer views by the faculties on the Legal, Taxation
and Practical aspects of LLP. CS Mahesh Athavale,
Partner, Kanj & Associates, Pune & Past President of
ICSI, Adv. Tushar Ajinkya, Partner, DSK Legal,
Advocates & Solicitors, Mumbai, Mr. Anant
Govande, Director, Offshore Accounting and
Taxation Services Pvt. Ltd., CS. Milind Kasodekar,
Partner, MRM Associates, Pune & Central Council
Member, ICSI were the eminent faculties for the
Seminar. The Program received an overwhelming
response from Members and non-Members. The
sessions were well appreciated by the gathering.
Vote of thanks has been given by Sh. Vikas
Agarwal, Secretary of Pune Chapter
4. 28th SECRETARIAL AND MODULAR TRAINING
PROGRAMME HELD FROM MARCH 6, 2009 TO
MARCH 23, 2009
Pune Chapter conducted its 28th Secretarial
Modular Training Programme. The said programme
started on March 6, 2009. CS. Sandeep Kulkarni
and CS. Dhanashree Deshpande were the
coordinators for the said programme. In all 50
students attended the TOP. Sh. Prajot Tungare,
Chairman and Sh.Devendra Deshpande , Student
Committee Chairman of Pune Chapter were present
during the inaugural function and valedictory
Session.
Toll Free No.: 1800-277-277 • e-mail: [email protected] • Visit us on : www.hdfcinsurance.com
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Full Day Programs for the coming months:
Legal Outsourcing & Cyber Laws June
Money Laundering & Economic Offence July
Managerial Remuneration & ESOP August
There will be two study circles in each month
Announcement
”10th National Conference for CS Students”at Nagpur
Hosted by Western India Regional Council jointly with Nagpur and Raipur Chapters.
Date: 3rh and 4th July, 2009
Venue: Indian Medical Association Hall, South Ambazari Road, Nagpur 400 010
FORTHCOMING PROGRAMMES OF ICSI-WIRC & ITS CHAPTERS
WIRC
SR. NO. PROGRAMME DETAILS DAY, DATE & TIME VENUE
1 Full Day Seminar on Buy Back of Saturday9th May 2009 Kamalnayan Bajaj Hall, Bajaj Bhavan,
Shares, Valuation of Shares and 10.00 am to 06.00 pm Nariman Point, Mumbai
Transfer and Transmission of Shares
2 Full Day Seminar on a relevant topic Saturday20th June 2009 Announced later
10.00 am to 06.00 pm
BHOPAL CHAPTER
SR. NO. PROGRAMME DETAILS DAY, DATE & TIME VENUE
1 Full Day Programme on Limited Sunday3rd May 2009 Bhopal Chapter Premises148 Anchor
Liability Partnership 10.00 am to 06.30 pm Mansion2nd Floor, Zone IIM.P. Nagar,
Bhopal - 462011
RAIPUR CHAPTER
SR. NO. PROGRAMME DETAILS DAY, DATE & TIME VENUE
1 2nd Training Orientation 1.09.09 to 5.09.2009 Raipur Chapter of the ICSI,
Programme (TOP) C-22, Basement, Hira Arcade,
Pandri, Raipur (C. G.) 492001
Mob. No. 98931-26091
Ph. No. 0771-4069290
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Western India Regional Council
OrganizesFULL DAY SEMINAR
ONBUY BACK OF SHARES,
VALUATION OF SHARES AND
TRANSFER AND TRANSMISSION OF SHARES
FacultyEminent Faculty will address the seminar
Delegate Fees (Inclusive of Seminar Kit, Tea & Lunch)Members – Rs.1,800/- , Non Members – Rs.2,000/-, Students – Rs.1,200/-
(Limited seats – Registration on First Come First Serve Basis)
FREE FOR PMS MEMBERSDay & Date : Saturday, 9 th May 2009Time : 10.00 am to 06.00 pmVenue : Kamalnayan Bajaj Hall, Bajaj Bhavan,
Nariman Point, Mumbai - 400021
For enrollment contact:-ICSI-WIRC Office at 13 Jolly Maker Chambers no.2,
First Floor, Nariman Point, Mumbai - 400021Tel. No.:22021286 / 22047569 / 22047604
Email - [email protected] / [email protected] Cell: 09223542195
CS Atul H. Mehta CS Makarand M. Lele CS Ragini K. Chokshi (Ms.)
Chairman, ICSI-WIRC Secretary, ICSI-WIRC Chairperson, PDC, ICSI-WIRC
PCH- 4
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The Western India Regional Council (WIRC) of the Institute of Company Secretaries (ICSI) organizes number of high quality professionaldevelopment programmes on contemporary issues and on topics of emerging importance. In order to facilitate the members to register forthe programmes and pay fees and get benefits, ICSI- WIRC is pleased to announce continuation of its popular Programme MembershipScheme for the year 2009. (PMS 2009)
The details of the Scheme are as follows;
Programmes Covered:
Study Circle meetings (2 in each month) Full Day Programmes (At least 1 in each month)
Credit Hours:
Credit Hours would be granted to member (s) attending programme as per guidelines of the Institute.
Fees:
The Membership is valid from April 2009 to March 2010 (for any eight full day programmes during April, 2009 to March, 2010)
1. Individual Member of ICSI: Rs. 6,000/-
2. Corporate Member/ Firm of Practicing Company Secretaries/ Non member: Rs. 7,500/-
3. Senior Citizen (Age – 55 years) and C.S. students : Rs. 5,000/-
Members will be provided with free Backgrounders and refreshments during the Seminars / Programmes.
The fee may be paid by way of cheque / demand draft in favour of “WIRC of ICSI” payable at Mumbai and forward the same to ICSI-WIRC,13 Jolly Maker Chambers No.2, First Floor, Nariman Point, Mumbai – 400021.
All are requested to kindly take the benefit of the Scheme.
CS Atul Mehta CS Makarand Lele CS Ragini Chokshi (Ms. )Chairman, ICSI WIRC Secretary, ICSI-WIRC Chairperson, PDC, ICSI-WIRC
ICSI-WIRC Programmes Membership Scheme 2009(PMS 2009)
For Professional Development Programmes for Members of ICSI-WIRC
Terms and conditions1. PMS 2009 is applicable only for study circle / one day programmes/ seminars/ felicitations arranged by WIRO individually (any eight programmes during April, 09 to March, 2010)
2. PMS 2009 members are not entitled for free entry for Joint Programmes/ National Level Programmes/ Regional Conferences/ Residential Programmes/Workshop/Student Programmes
or any other programmes not specified at 2 above. However WIRC will from time to time announce the Discount on fees for PMS 2009 members for such programmes.
3. PMS 2009 corporate and PCS firm members are entitled to depute one of their member for the programme (employed in the same Company/ Firm / Organization or Partner of the
firm). They are not entitled to depute associates or member employed in the other group company or any other person.
4. The scheme is valid upto 31st March 2010.
5. WIRO will issue the identity card to each member/ corporate/ firm/ non member joining the scheme. Production of identity card on demand is mandatory.
6. While registering for the programme, quoting of membership number is mandatory.
7. PMS 2009 members will get the priority during registration for the programmes.
8. PMS 2009 members will get one free copy of Corporate Calendar released during the period by WIRO.
9. WIRC reserves the right to cancel/ terminate/ change/ modify the terms and conditions of the PMS 2009 without any notice to members.
10. Decision of the Executive committee of WIRC will be final and binding on members.
WIRC PROGRAMMES MEMBERSHIP SCHEMES 2009 — (PMS 2009)
FORM
ToThe Chairman, ICSI-WIRC, Mumbai
Dear Sir, Please register me/us for the Programme Membership Scheme 2009 (PMS 2009) of ICSI-WIRC.
Sr. No Particulars
1. TYPE OF MEMBERSHIP CORPORATE/FIRM/INDIVIDUAL/NON MEMBER
2. NAME
3. ICSI MEMBERSHIP NO ACS/FCS NO. /COP NO./ STUDENTS REGISTRATION NO.
4. DESIGNATION & NAME OF THE COMPANY / FIRM
5. CORRESPONDENCE ADDRESS
6. CONTACT DETAILS. TEL :
CELL :
E-mail :
7. DETAILS OF FEES PAID : Cheque / Demand Draft for Rs. _______ or
Rs.______ in favour of “WIRC of ICSI” payable at Mumbai.
Yours faithfully,
Signature of the Member/ Authorized Signatory of Firm/ Corporate
Date: Place:
��
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21ICSI-WIRC
FOCUSApril, 2009
REQUIRED
COMPANY SECRETARY
We are a reputed Company engaged into the
business of Solid Waste Management. We are
looking for a professional Company Secretary for
our Head Office based at Koparkhairne.
Interested candidates may send their applications
to :
SR. MANAGER - HR
ANTONY WASTE HANDILING CELL PVT. LTD.
UNIT NO. 3 & 4, 2ND FLOOR, KALASH VAIBHAV,
COM., PLOT NO. 21, SEC.-II, KOPARKHAIRNE,
NAVI MUMBAI-400 709.
REQUIRED
COMPANY SECRETARY
A leading closely held public companyengaged in the manufcture and supply ofpower components having its registeredoffice in Mumbai, requires a qualifiedCompany Secretary with 3 years of relevantexperience.
A propospective candidate should be wellversed with the Companies Act 1956 andSEBI Regulations.
Interested canidates may send their detailedresume indicating expected remuneration to
KRYFS Power Components Ltd.Aza House, 3rd Floor, 24, Turner Road,Bandra (West), Mumbai-400 050.
CMYK
CMYK
22ICSI-WIRC
FOCUSApril, 2009
REQUIRED
COMPANY SECRETARY
A full-time qualified Company Secretary proficientin English and well versed with company law andlegal matters with minimum experience of 1 to 3years is required.
Candidates with law qualification will be preferred.
Interested candidate may send in their applicationswith detailed resume giving information aboutprofessional experience, expected renumeration,etc., at
Condor Footwear (U.P.) Pvt. Ltd.
A-1, 3503-04, Main Road -03, Sub Road - 35,Behind Dev-Rekha, Sachin G.I.D.C.,Disttt. Surat-394 520.Gujarat, India, OR Email the same at :[email protected].: 91-261-3088700
REQUIRED
For Gold Star Jewellery Limiteda (SEZ Unit) situated in SEEPZ
a Company Secretary with 2 to 3 years
of experience
Additional Qualification such as
CA/ICWA/LLB/MBA is preferred
Please apply with full Details to
Ms. Falguni Sheth - IIR Dept.
Plot No. 8, Western Industrial Estate,
CEPS, Opp. SEEPZ Main Gate,
MIDC, Andheir (East),
Mumbai-400 093.
Tel.: 66947000
Email : [email protected]
REQUIRED
For Gold Star DiamondPrivate Limiteda Company Secretary with 2-3 years of
experience
Additional Qualification such as CA/ICWA/
LLB/MBA is preferred
Please apply with full details to
Ms. Falguni Sheth - HR Dept.
Plot No. 8, Western Industrial Estate,
CEPZ, Opp. SEEPZ Main Gate, MIDC,
Andheri (East), Mumbai-400 093.
Tel.: 66947000
Email : [email protected]
REQUIREDCOMPANY SECRETARY
We are fast growing Satara based engineeringCompany and looking for a CompanySecretary. The position offers challengingwork environment.
Eligibility criteria :
CS with 3-5 years experience in similarindustry. Persons with additional CA / ICWAqualifications will be preferred.
Interested caididates may send their resumementioning current
Salary / earnings and expected salary to
The Chief Executive
Kay Bouvet Engineering Pvt. Ltd.N-3, Additional MIDC Area,SATARA : 415004Email : [email protected]
CMYK
CMYK
23ICSI-WIRC
FOCUSApril, 2009
ICSI WIRC’s Annual Regional Conference 2009 on the Theme TransformingInscriptions in the Values held on 3rd & 4th April, 2009 at Aayush Resort
Release of The Guidence Note onDiligence Report of Banks
TOP Organised by Nagpur Chapter Study Circle Meeting on Legal Aspects of Private LimitedCompanies Organised by Goa Chapter
CMYK
CMYK
24ICSI-WIRC
FOCUSApril, 2009
Date of Posting
Printed and published by Mr. Antony Paul, Director for and on behalf of Western India Regional Council of the Institute of Company Secretaries of India, 13, Jolly Maker Chambers No. II, First Floor, NarimanPoint, Mumbai-400 021. Tel.: 22021826/22844073/22047569/22047580/22047604. Fax No.: 22850109 Email : [email protected] and printed at Finesse Graphics & Prints Pvt. Ltd., 309, Parvati Industrial Premises,Sun Mill Compound, Lower Parel, Mumbai-400 013. Tel. Nos.: 24961685/24961605 Fax No.: 24962297 and published at Mumbai. Editor : Mr. Ashish Garg, Regional Council Member of Western India RegionalCouncil of the Institute of Company Secretaries of India.
To
If undelivered, please return to :
WIRC of the Institute of CompanySecretaries of India,13, Jolly Maker Chambers No. II,Nariman Point, Mumbai - 400 021.Tel.: 2202 1826 • Fax : 2285 0109
Views expressed by contributors are their own and the Institute/WIRC does not accept any responsibility.
Seminar on Balance Sheet Scrutiny & Company Inspection held on14th march, 2009. L to R - Ritesh Gupta, Chapter Chairman,Shri Ashok Mehta, Ex Chairman WIRC and MPSE, Shri S KAgrawal, RoC MP & CG, during the open house session,Shri Ashish Garg, Member WIRC
ICSI WIRC Seminar on Updates on SEBI held on21st Marh, 2009. L to R – Mr. M. J. Kotwal, Mr. Atul Mehta,Mr. R. Ramachandran, Ms. Shailashri Bhaskar, Ms. Ragini Chokshi
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Feliciation Function of CS and CWA Students Organised by NashikChapter
Two Day Seminar on Gearing of to SEIZE New OpportunitiesOrganised by Ahmadebad Chapter